Sandy
I have not participated in any, but they are used often in the insurance brokerage world. here the corps are appointed by insurance companies which gave them an added value. Buying the assets would not transfer these appointments, however buying the stock gives the purchaser control of the company which has this right. so for NON tax purposes it makes sense to buy the stock. however, for tax purposes it may make sense to buy the assets... 338(h)((10) gives relief.
"
When this election is made, for tax purposes the sale of the stock by the selling shareholders is ignored. Instead, the S
corporation is deemed to sell its assets to the acquirer (in the form of new target) and to liquidate, generally under sections 331 and 336. Because the target's S status remains in effect throughout this deemed sales process, any gains or losses recognized on the deemed sale flow through to the shareholders (and adjust their stock bases for purposes of determining gain or loss on the deemed liquidation).
IF YOU NEED SPECIFIC MORE DETAILED HELP LET US KNOW.
-------------------------------------------
Abby Alhante
KURCIAS & ALHANTE, CPAs LLC
Woodbury NY
-------------------------------------------
Original Message:
Sent: 06-24-2014 05:54
From: Robert Brown
Subject: Section 338(h)(10) election
Sandy:
What do you need to know? I've did quite a few many years ago, however, they lost a lot of their luster when tax-free liquidations went out.
Rob
-------------------------------------------
Robert Brown
ROBERT N. BROWN, CPA
Jericho NY
-------------------------------------------